Exhibit 4.1


 


	
  

  COMMON
  SHARES

  $.01 PAR VALUE PER SHARE

  

  THIS CERTIFICATE
  IS TRANSFERABLE

  	
  

  	
  

  COMMON
  SHARES

  $.01 PAR VALUE PER SHARE

  SEE REVERSE FOR IMPORTANT NOTICE

  
	
  IN SOUTH SAINT
  PAUL, MN.

  	
  A
  MARYLAND REAL ESTATE INVESTMENT TRUST

  	
  ON
  TRANSFER RESTRICTIONS AND

  
	
   

  	
   

  	
  OTHER
  INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 44106M 10 2

  



 


THIS CERTIFIES THAT


 


 


is the registered holder of


 


FULLY PAID AND NONASSESSABLE
COMMON SHARES OF BENEFICIAL INTEREST IN


 


HOSPITALITY
PROPERTIES TRUST


 


a Maryland real estate investment trust (the “Trust”),
transferable on the books of the Trust by the holder hereof in person or by its
duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares evidenced hereby are issued and shall be held
subject to all of the provisions of the Declaration of Trust and Bylaws of the
Trust and any amendments thereto. The holder of this Certificate and every
transferee or assignee hereof by accepting or holding the same agrees to be
bound by all of the provisions of the Declaration of Trust and Bylaws of the
Trust, as amended from time to time. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the Trust has caused this
Certificate to be executed on its behalf by its duly authorized officers. 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  

  	
  

  
	
   

  	
  PRESIDENT

  	
  TREASURER

  



 


	
  COUNTERSIGNED
  AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO
  BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
  

  	
   

  	
  TRANSFER
  AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


THE DECLARATION OF TRUST PROVIDES THAT THE NAME “HOSPITALITY PROPERTIES
TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY
OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.


 


AMERICAN FINANCIAL PRINTING
INCORPORATED – MINNEAPOLIS


 

















 


HOSPITALITY
PROPERTIES TRUST


IMPORTANT NOTICE


 


PURSUANT AND SUBJECT TO THE TERMS OF THE TRUST’S DECLARATION OF TRUST,
A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”),
IS ON FILE WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND,
THE TRUST HAS THE AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES
OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF
SHARES. THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF
THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL
SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF
ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REIT
LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
TRUST.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE
DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”),
INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE
TRUST’S SECURITIES BY ANY PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS
UPON OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE. A MORE
COMPLETE DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR
BYLAWS, AS APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY
SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO
CERTAIN RIGHTS AS SET FORTH IN THE RENEWED RIGHTS AGREEMENT DATED AS OF MAY 15,
2007 BETWEEN THE TRUST AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR
RIGHTS AGENT, AND ANY AMENDMENTS OR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”),
THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE TRUST. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED
BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.
THE TRUST WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER
RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN
THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE
RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, OR
ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE
EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION
WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE
EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN
OBTAINED OR BE OBTAINABLE.


 


The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
  –

  	
  as tenants in common

  	
  UTMA  –

  	
   

  	
   Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
  –

  	
  as tenants by entireties

  	
   

  	
  under
  Uniform Transfers to Minors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
  –

  	
  as joint tenants with right of survivorship
  

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  and not as tenants in common

  	
   

  	
   

  	
  (State)

  
								



 


Additional abbreviations may
also be used though not in above list.


 


For value received                                                                                                 
hereby sell, assign, and transfer unto


 


	
  PLEASE
  INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  



 


(PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)


 


 


                                                                                                                                                                                                            Shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint                                          
                                                          Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.


 


	
  Dated

  	
  X

  
	
   

  	
   

  
	
   

  	
  X

  
	
   

  	
  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
  EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


SIGNATURE GUARANTEED


 


ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK
OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
(“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE
DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.